CENTER-MEBEL Ltd. Domestic Company
An integral part of the General Terms of Sale is the Company Standard for the manufacturing
of furniture elements by Center Mebel Ltd. BASED ON POLISH STANDARDS BN-86 7140-15, BN-81-7140-11, EN-324
GENERAL PROVISIONS, DEFINITIONS
These General Conditions for Sale of CENTER-MEBEL ltd. – on the basis of Article 384
of the Civil Code – accepted by the Parties, they are binding and become part of the Sales Agreement, unless specified otherwise.
Unless otherwise specified, terms used in the General Terms of Sale shall have the following meanings:
GCS – these General Conditions of Sale,
Sales Agreement – an agreement, concerning the sale of Products, concluded between
the Seller and the Buyer pursuant to these GTCS,
Seller – CENTER-MEBEL Ltd. with its registered office in Łomża, al. Legionów 141F/1, 18-400 Łomża, registered in the Entrepreneur Register by the Regional Court in Białystok, 12th Economic Division of the National Court Register under National Court Register KRS 0000533019, Tax Identification Number (NIP): 9662095151, National Business Identification Number (REGON): 360225160,
Sales outlet – each of the points operated by the Seller,
Buyer – an individual who purchases products in the course of his or her business activities,
Products – goods and services which are the subject of a Sales Contract,
Order – means an order concerning the sale of Products submitted to the Seller by the Buyer
in accordance with these GCS,
Price list – list of Product prices valid for the Parties,
These GCS shall apply to any and all Sales Agreements, and all tenders submitted to the Seller
by the Purchaser, together with all invitations to submit tenders and Purchase Orders submitted
to the Purchaser by the Seller, relating to the performance of contracts for the sale of Products.
GCS can be modified or amended by the Seller, or some of their provisions can be excluded from
the application. The changes to GCS are binding upon the Buyer from the date of their delivery
to the Buyer in the same form and manner, in which these GCS were delivered to the Buyer.
In case of any discrepancies between the GCS and the Sales Agreement or any specific annexes included in the Sales Agreement, the Sales Agreement, and any specific annexes shall take precedence over the GCS.
In case when the INCOTERMS rules are agreed upon in the Sales Agreement, the GCS rules deviating from the agreed INCOTERMS rules shall take precedence unless the Parties agree otherwise in the Sales Agreement.
The content of these GCS was published on the Seller’s website www.center-mebel.pl.
The Products shall be sold exclusively based on Orders submitted directly to the Seller by the Buyer as defined in § 2.1 below.
Orders shall be placed by the Buyer either verbally (to an employee of the Seller at the Seller’s Outlet), by telephone, or in writing and via e-mail.
Within 7 days from the Order submission date, Seller shall be entitled to make a statement (verbally, by telephone, in writing, or by e-mail) of refusal to accept the Order. At the same time with a refusal of an Order, the Seller shall be entitled to submit a proposal to correct the Order, and the acceptance of a such proposal by the Buyer shall be deemed as submission of a new Order. The Seller’s right
to refuse the Order shall not give rise to any claims against the Seller (in particular claims
for compensation) by the Buyer.
Orders are processed according to deadlines indicated by the Seller. Orders may be fulfilled
in one step or in parts according to a schedule indicated by the Seller. In cases where the Buyer indicates the expected completion date in the content of the Order, the Seller has the right to refuse to carry out such Order (§ 2 section 3 shall apply accordingly).
If delivery of the Products cannot be carried out in full or in part on time, the Seller shall immediately notify the Buyer and arrange a new delivery date with the Buyer.
COLLECTION OF PRODUCTS
Except as otherwise agreed, the delivery of the ordered Products and the Buyer’s collection shall take place at the Seller’s Outlet where the Order was placed. For written or e-mail Orders, the Buyer shall indicate the location at which the Products shall be collected from the Seller’s premises in the Order. Parties may agree upon various conditions for delivery and collection of the Products consisting of the Seller delivering (at the Buyer’s expense and risk) the Products to the place for collection indicated by the Buyer. In the last case, it is the Buyer’s responsibility to unload the delivered Products.
The document confirming delivery of the Products to the Buyer shall be a VAT invoice issued
by the Seller at the time when the Products are collected by the Buyer. The date on which the VAT invoice is issued to the Buyer shall be deemed to be the date of delivery of the Products.
The transfer of all risks and costs relating to the Products shall take place upon receipt
of the Products.
Transfer of ownership of the Products to the Buyer shall take place upon making payment to the Seller a price for Products and all charges related to the execution of the Order. If Products covered
by ownership reservation are sold by the Buyer to a further purchaser before the necessary payment has been made in full, the Buyer hereby assigns to the Seller his claim against the future purchasers for payment of the purchase price. In such circumstances, the Buyer shall be obliged to inform
the purchaser of the assignment, with a copy to the Seller, under penalty of withholding the Seller’s performance of all or some of the contracts concluded with the Buyer. If the validity of the reservation of title in favor of the Seller is subject to certain conditions or requires a certain form in the respective country of destination, the Buyer shall be obliged to comply with these requirements under penalty
of the Seller withholding performance of all or part of the contracts concluded with the Buyer. Furthermore, the Purchaser shall be obliged to deliver the goods to the Purchaser also in the situation of reservation of ownership in favor of the Seller extended by the transfer of receivables for payment of the purchase price. The processing or combination of goods owned by the Seller with other moving items shall result in the Seller’s co-ownership of these items in the proportion of the price of the Seller’s Products to the price of these moving items. The co-ownership right on these items cannot
be transferred to the Buyer until the last one has paid the purchase price in full. The Buyer accepts
that he will demand a prohibition on the transfer of goods in contracts with third parties on pain
of withholding the Seller’s performance of all or some of the contracts concluded with the Buyer.
SURPLUSES AND SHORTAGES
Parties agree that over- or under-deliveries of up to 10% of the ordered quantity of Products do not constitute a defect and are not subject to complain. The Buyer is obliged to pay the price for
the Products in the quantities received by him.
The Products shall be sold to the Buyer at the prices set out in the price lists applicable on the date of sale, and in case of their absence, at the prices indicated next to the Products displayed or at prices agreed individually.
The Seller reserves the right to change the selling prices of the Products, in particular, to change
the prices indicated in the price lists. The Seller shall inform the Buyer of a change in prices by posting the new price list on the website or by correcting the prices indicated for the Products displayed.
The new prices shall apply as soon as the price list is posted on the Seller’s website
or the prices indicated for the Products displayed are correct.
Unless otherwise stated, all prices quoted are net prices and the Seller shall add VAT at the rate applicable on the date of delivery of the Products.
The granting of a discount or price reduction may only take place on the basis of a written agreement between both contractual parties. Discounts or rebates may be agreed by the Parties on a permanent basis or on a one-off basis for a specific Order.
Unless otherwise agreed by the Parties, payment for the delivered Products shall be made within 14 days of their delivery to the Buyer. The Seller shall be entitled to make the execution of the Order conditional upon the Buyer making an advance payment of the purchase price or making
a full prepayment of the purchase price for the ordered Products. Payment shall be made on the basis of a VAT invoice issued by the Seller at the time of the release of the Products and, in the case
of prepayments or advance payments, on the basis of the relevant accounting documents issued
at the time of the Order.
The Purchaser shall be entitled to deduct his receivables from the Seller with the Seller’s receivables from the Purchaser resulting from the Sales Agreement only if his receivables from the Seller result from the Sales Agreement and are established by a final and binding decision of a court or another official body authorized to settle disputes concerning the claim or have been acknowledged
by the Seller in writing.
The settlement document will be a VAT invoice issued in accordance with the facts and generally applicable tax regulations.
All payments shall be made in cash or by non-cash transfer to the Seller’s bank account indicated on the VAT invoice. The date of payment shall be the date on which the funds are received in the Seller’s bank account.
The guarantee period is valid for 12 months starting from the date of product delivery by the seller.
This guarantee is only granted to the purchaser and is valid in the territory of the Republic of Poland.
The Seller’s guarantee does not cover damage to goods caused during the transport of goods
from the Seller’s warehouse to their destination.
The seller shall be immediately informed by the buyer in writing if any defects in the product
are detected. Otherwise, all warranty rights are excluded.
If the Buyer does not inspect the product upon receipt and does not immediately notify the Seller
of any defect, his warranty rights are excluded.
If any defects are noticed at a later stage and the Purchaser does not inform the Seller immediately upon detection, warranty claims will be excluded.
Subject to the above, the Purchaser shall only be entitled to rights under this guarantee
if the purchase price of the Products in question has been paid in full and on time to the Seller.
Under the guarantee, in the event that the Seller recognizes a defect, the Buyer will only have
a limited right to free replacement of the defective part of the Product. In any event, the costs
of dismantling the installed defective Products and/or delivering them to the Seller under
the guarantee shall be charged to the Buyer and shall be at his risk. In the event that claimed defects are not covered by the guarantee, the Seller shall send the goods back to the Buyer at the Buyer’s expense and risk.
Any claims for damages related to the defect are excluded. The Seller’s liability for damages shall only arise if the defect and damage were caused intentionally by the Seller or by gross negligence
on the part of the Seller. Liability for negligence other than gross negligence is excluded, in particular liability for consequential damages, damages to property, loss of income, loss of interest, and damages resulting from third-party claims against the purchaser is excluded. Neither the Seller nor his suppliers shall be liable for any damages incurred by the Buyer. The above limitation of liability shall also apply in the event of delay in the whole or part of the delivery and shall also apply to recourse claims against the Seller.
The guarantee is excluded if the Product is processed by the Buyer or if the Product is combined
with other products not supplied by the Seller. Buyers of Blum products are obliged to inform
their customers of this limitation accordingly.
The Parties hereby exclude in its entirety the warranty for defects in the Products as defined
in the provisions of the Civil Code, including Article 609 of the Civil Code.
The Purchaser shall have the right to make complaints regarding the quantity or quality
of the Products delivered, subject to the deadlines set out in § 7 (4) to (6). By the term “immediate”
as used therein, it shall be understood that the Seller shall be informed of the defects detected within a maximum of 7 working days.
The Buyer shall send a complaint report to the Seller by post, fax, or e-mail within the above-mentioned complaint period. The Seller shall consider a complaint submitted by the Purchaser within 21 days from the date of receiving the complaint report, of which he shall inform the Purchaser
by post, fax, or e-mail.
You will find the downloadable complaint protocol at the bottom of the Center-Mebel.co.uk website under “Downloadable complaint protocol PDF” or “Downloadable complaint protocol WORD”.
Furniture components subjected to further processing/assembly cannot be claimed for mechanical damage.
RESPONSIBILITY FOR PERFORMING THE SALES CONTRACT
The Seller shall in no event be liable to the Buyer, whether in contract, tort (including negligence
or breach of statutory duty) regardless of the reason for such liability for: any loss of profit, the benefits of entering into a business venture, the benefits of entering into a contract, loss of revenue,
or expected savings, as well as any damage that results indirectly.
Under no circumstances the seller shall be liable whether in contract, tort (including negligence
or breach of statutory duty), if the Seller’s non-performance of contractual obligations is due
to circumstances connected with the performance of contracts, he was obliged to conclude or perform for his own account due to a requirement or instruction from the Buyer, regardless of the nature
of such circumstances.
The Seller’s liability towards the Buyer, whether under the Sales Contract or under tort (including negligence or breach of statutory obligations), regardless of the reason for such liability, shall
be limited to the amount of the value from which the damage is claimed, and if the amount of the damage claimed is less than this amount, the Seller shall be liable up to the amount of the damage.
The limitations of the Seller’s liability shall not exclude or limit other warranty obligations set forth in § 7 and 8, and shall not exclude or limit liability for death or personal injury caused by the negligence of the Seller or persons for whom the Seller is responsible.
Purchaser shall treat all information provided by or on behalf of Seller under or in connection with
the Sales Agreement as confidential. Purchaser undertakes to keep confidential information and not
to disseminate such information without Seller’s prior written consent, except as may be required
by law or the relevant authority, and to use confidential information solely for purposes connected with the performance of the Sales Contract. All confidential information shall remain the property
of the Seller and, upon the first request, the Purchaser shall return to the Seller any and all such information made in writing and shall not retain any copy thereof.
Neither Party shall be liable for any delay and any other breaches of performance of the Sales Agreement resulting from such delay for reasons beyond its reasonable control. In such a case,
the Party shall be entitled to extend the time for the performance of its obligations in an appropriate manner. In the event of Force Majeure (as defined below), the Party that is delayed or damaged
as a result, shall inform the other Party as soon as possible but in any event within 7 days after
the occurrence of such Force Majeure specifying the nature of the Force Majeure as well
as its approximate duration. In the event that the Force Majeure event lasts longer than 14 days
or is expected to last longer than 21 days then the Seller shall have the right to terminate the Sales Agreement with effect from the date of submission of such a declaration to the Purchaser.
The term Force Majeure shall be understood as and include damage or delays caused by laws
or regulations and decrees of any government (de facto or de jure), natural phenomena such
as earthquakes and floods, fires, riots, wars, strikes, shipwrecks, embargoes on the carriage of goods or other causes, large-scale shortages of energy supplies that are unforeseeable and beyond
the control of the Parties and which prevent the fulfillment, in whole or in part, of the obligations covered by the Sales Contract.
INTELLECTUAL PROPERTY RIGHTS
All solutions are subject to protection as Intellectual Property Rights, including trademarks, specifications, drawings, information, molds, jigs, tools, and other materials related to the Products
and the production process of the Products are and will remain the property of the Seller or an entity of the Seller’s group of companies. The Buyer does not and shall not acquire any right, title, or interest in any Intellectual Property Rights, and the sale of any Products containing Intellectual Property Rights does not provide the Buyer with any right or title to any Intellectual Property Rights.
The Sales Contract shall be governed by and construed in accordance with Polish substantive law.
To the extent not regulated in the Sales Contract, the provisions of the Civil Code shall apply.
DISPUTE SETTLEMENT RULES; JURISDICTION OF THE COURTS
Any and all disputes and claims arising from the Sales Agreement, including any disputes relating
to its breach, termination or invalidity, failure to perform or improper performance of the Order, failure to perform or improper performance of warranty obligations, which have not been resolved amicably by the Parties shall be resolved by common courts of law having jurisdiction over the Seller.
Subject to § 1 (4) and § 5 (2) of the GCS, the Sales Agreement may be amended or supplemented
in whole or in part at any time in writing under pain of nullity by means of a written agreement
of the Parties signed by persons authorized to represent the Parties.
The Purchaser shall not assign any or all of its rights or obligations under the Sales Contract
to a third party without the prior written consent of the Seller.
If any provision of the Sales Agreement or the GTS is found to be invalid or unenforceable by a court of appropriate jurisdictional boundaries, it shall be replaced by an alternative provision that comes closest in scope, effect, and enforceability to the original provision, and such invalidity
or unenforceability shall not render the remaining provisions of the Sales Agreement or the GTS invalid or unenforceable and they shall continue in full force and effect.
By placing an Order, the Buyer represents and warrants to the Seller that he has full right
and authority to conclude a Sales Agreement, all necessary actions of the Buyer’s competent authorities have been taken for the purpose of approving the conclusion and performance of the Sales Agreement, and no contractual obligations or other duties exist that would prevent him from signing
or performing the Sales Agreement.
Unless the GTS does not expressly provide otherwise, all notices and correspondence of the Parties
to the Sales Agreement shall be delivered to the Seller at the address indicated in the GTS,
and the Buyer to the address indicated in the Order.
For the interpretation of the content of the Sales Contract, the content of the Contract and GTS
in Polish is decisive.